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economic activity, uncertainty in the financial markets, inflation, and supply chain disruptions could have an adverse impact on consumer confidence and discretionary spending.
−Removed: A decline in economic activity or the frequency and amount spent by consumers for food prepared away from home, as well as other macroenvironmental factors that could decrease general consumer confidence (including deteriorating economic conditions, heightened volatility in the financial markets, inflationary pressure, an uncertain political environment and supply chain disruptions, such as those the global economy is currently facing), may negatively impact our business, financial condition and results of operations.
+Added: A decline in economic activity or the frequency and amount spent by consumers for food prepared away from home, as well as other macroenvironmental factors that could decrease general consumer confidence (including deteriorating economic conditions, heightened volatility in the financial markets, tariffs, inflationary pressure, an uncertain geopolitical environment, trade policies and supply chain disruptions, such as those the global economy is currently facing), may negatively impact our business, financial condition and results of operations.
The extent of any such effects on our business, financial condition and results of operations depends in part on the magnitude and duration of such conditions, which cannot be predicted at this time.
−Removed: Our business is a low-margin business, and our profitability and results of operations are directly affected by cost deflation or inflation, commodity volatility and other factors.
+Added: Our business is a low-margin business, and our profitability and results of operations are directly affected by cost deflation or inflation, volatile food costs and other factors.
foodservice distribution industry is characterized by relatively high inventory turnover with relatively low profit margins.
−Removed: Volatile commodity costs have a direct impact on our industry.
+Added: Volatile food costs have a direct impact on our industry.
+Added: Our inability to quickly respond to inflationary and deflationary cost pressures could have a material adverse impact on our business, financial condition, or results of operations.
We make a significant portion of our sales at prices that are based on the cost of products we sell, plus a margin percentage or markup.
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Prolonged periods of product cost inflation, or periods of rapid inflation, may negatively impact our results of operations as a result of decreased discretionary consumer spending.
−Removed: Such inflation may also reduce our profit margins and earnings if there is a lag between when costs increase and when we are able to pass it along to customers or if product cost increases cannot be passed on to customers because they resist paying higher prices.
+Added: Such inflation may also reduce our profit margins and earnings if there is a lag between when costs increase and when we are able to pass on all or a portion of such product cost increases along to customers.
Competition in our industry is intense, and we may not be able to compete successfully, which may have an adverse impact on our business, financial condition and results of operations.
foodservice distribution industry is highly competitive, with national, multi-regional, regional and local distributors and specialty competitors.
−Removed: Regional and local companies may align themselves with other smaller distributors through purchasing cooperatives and marketing groups, with the goal of enhancing their geographic reach, private label offerings, overall purchasing power, cost efficiencies, and ability to meet customer distribution requirements.
+Added: Certain of our competitors may have greater scale, financial and other resources than we do in certain markets.
+Added: In addition, regional and local companies may align themselves with other smaller distributors through purchasing cooperatives and marketing groups, with the goal of enhancing their geographic reach, private label offerings, overall purchasing power, cost efficiencies, and ability to meet customer distribution requirements.
Such changes may occur particularly during periods of economic uncertainty or significant inflation.
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Additionally, we experience competition from cash-and-carry operations, commercial wholesale outlets, warehouse clubs and grocery stores that serve the commercial foodservice marketplace.
−Removed: We also experience competition from online direct food wholesalers and other retailers, and competitors that are utilizing technology, including artificial intelligence and machine learning technologies have served to further increase pressure on the industry’s profit margins.
+Added: We also experience competition from online direct food wholesalers and other retailers, and competitors that are utilizing technology, including artificial intelligence and machine learning technologies, which further increase pressure on the industry’s profit margins.
We generally do not have exclusive distribution agreements with our customers, and they may switch to other distributors that offer lower prices or differentiated products or customer service.
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foodservice distribution industry are based on the type, quality and price of the product and a distributor’s ability to completely and accurately fill orders and provide timely deliveries.
−Removed: Disruptions caused by macroeconomic conditions, inflationary pressure, supply chain disruptions, geopolitical events and labor shortages that impact our ability to completely and accurately fill orders and provide timely deliveries of quality products at competitive prices may have an adverse impact on our business, financial condition and results of operations.
+Added: Disruptions caused by macroeconomic conditions, inflationary pressure, trade policies, supply chain disruptions, geopolitical events and labor shortages that impact our ability to completely and accurately fill orders and provide timely deliveries of quality products at competitive prices may have an adverse impact on our business, financial condition and results of operations.
We rely on third party suppliers, and our business may be affected by interruption of supplies or increases in product costs.
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We typically do not have long-term contracts with suppliers.
−Removed: Although our purchasing volume can provide an advantage when dealing with suppliers, suppliers may not provide the foodservice products and supplies we need in the quantities and at the time and prices requested.
+Added: Although our purchasing volume can provide an advantage when dealing with suppliers, suppliers may not provide the
+Added: foodservice products and supplies we need in the quantities and at the time and prices requested.
Our suppliers may also be affected by higher costs to source or produce and transport products, as well as by other related expenses that they pass through to their customers, which could result in higher costs for the products they supply to us.
−Removed: We do not control the actual production of most of the products
+Added: We do not control the actual production of most of the products we sell.
This means we are also subject to delays caused by interruption in production and increases in product costs based on actions and conditions outside our control.
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severe weather and climate conditions;
+Added: rising sea levels or flooding;
crop conditions;
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impact of climate change;
−Removed: and natural disasters, pandemics, terrorist attacks, international hostilities, civil insurrection or social unrest;
−Removed: or any other catastrophic events.
+Added: and natural disasters, pandemics, terrorist attacks, international hostilities, civil insurrection or social unrest or any other catastrophic events.
Moreover, commodity prices continue to be volatile and generally increased due to supply chain disruptions and labor and transportation shortages.
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Further, some of our customers purchase their products under arrangements with GPOs.
−Removed: GPOs act as agents on behalf of their members by negotiating pricing, delivery, and other terms with us.
−Removed: Our customers who are members of GPOs purchase products directly from us on the terms negotiated by their GPO.
−Removed: GPOs use the combined purchasing power of their members to negotiate more favorable prices than their members would typically be able to negotiate on their own, and we have experienced some pricing pressure from customers that associate themselves with a GPO.
−Removed: While no single customer represented more than 2% of our total net sales in fiscal year 2024, approximately 25% of our net sales in fiscal year 2024 were made to customers under terms negotiated by GPOs (including approximately 14% of our net sales in fiscal year 2024 that were made to customers that are members of one GPO).
+Added: GPOs act as agents on behalf of their members by negotiating pricing, delivery, and other terms with us, and we have experienced some pricing pressure from customers associated with a GPO.
+Added: While no single customer represented more than 2% of our total net sales in fiscal year 2025, approximately 27% of our net sales in fiscal year 2025 were made to customers under terms negotiated by GPOs (including approximately 14% of our net sales in fiscal year 2025 that were made to customers that are members of a single GPO).
If an independent restaurant customer becomes a member of a GPO that has a contract with us, we may be forced to lower our prices to that customer, which would negatively impact our operating margin.
−Removed: In addition, if we are unable to maintain our relationships with GPOs, or if GPOs are able to negotiate more favorable terms for their members with our competitors, we could lose some or all of that business.
+Added: In addition, if we are unable or unwilling to maintain our relationships with GPOs, or if GPOs are able to negotiate more favorable terms for their members with our competitors, we could lose some or all of that business.
Market competition, customer requirements, customer financial condition and customer consolidation through mergers and acquisitions also could adversely affect our ability to continue or expand our relationships with customers and GPOs.
−Removed: There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers or GPOs on acceptable terms or at all or collect amounts owed to us from insolvent customers.
−Removed: Our customer and GPO agreements are generally terminable upon advance written notice (typically ranging from 30 days to 6 months) by either us or the customer or GPO, which provides our customers and GPOs with the opportunity to renegotiate their contracts with us or to award more business to our competitors.
−Removed: Significant decreases in the number and/or size of our customers’ purchase orders, the loss of one or more of our major customers or GPOs or our inability to grow to our current customer base could adversely affect our business, financial condition and results of operations.
+Added: There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers or GPOs on acceptable terms or at all or collect amounts owed to us from customers.
+Added: Our customer and GPO agreements are generally terminable upon advance written notice (typically ranging from 30 days to six months) by either us, the customer or GPO, which provides our customers and GPOs with the opportunity to renegotiate their contracts with us or to award additional business to our competitors.
+Added: Significant decreases in the number and/or size of our customers’ purchase orders, the loss of one or more of our major customers or GPOs or our inability to grow our current customer base could adversely affect our business, financial condition and results of operations.
We may fail to increase or maintain the highest margin portions of our business, including sales to independent restaurant customers and sales of our private label products, which could have an adverse impact on our business, financial condition and results of operations.
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Changes in the buying practices of independent restaurant customers, including their ability to require us to sell to them at discounted rates, or decreases in our sales to this type of customer or a decrease in the sales of our private label products in general could have a material adverse impact on our profitability.
−Removed: A pandemic or recession could result in a substantial disruption in many of our independent restaurant customers’ operations and, in some cases, permanent closures of restaurants.
Loss of business as a result of a pandemic or recession and its negative economic impact could change the buying practices of our independent restaurant customers and may also result in additional permanent closures of restaurants, which could have an adverse impact on our business, financial condition and results of operations.
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We may not be able to realize some or all of our expected cost savings from our various cost savings initiatives.
−Removed: A variety of factors could cause us not to realize expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings initiatives, lack of sustainability in cost savings over time, and unexpected costs associated with operating our business.
+Added: A variety of factors could cause us not to realize expected cost savings, including, among others, delays in the anticipated timing of activities related to our
+Added: cost savings initiatives, lack of sustainability in cost savings over time, and unexpected costs associated with operating our business.
All of these factors could adversely affect our business, financial condition and results of operations.
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We require significant quantities of fuel for our vehicle fleet, and the price and supply of fuel are unpredictable and fluctuate based on events outside our control, including but not limited to geopolitical developments, supply and demand for oil and gas, regional production patterns, weather conditions and environmental concerns.
−Removed: Although, from time to time, we enter into forward purchase commitments for some of our fuel requirements at prices equal to the then-current market price, these forward purchases may prove ineffective in protecting us from changes in fuel prices or even result in us paying higher than market costs for part of our fuel.
+Added: Although, from time to time, we enter into forward purchase commitments for some of our fuel requirements, these forward purchases may prove ineffective in protecting us from changes in fuel prices or even result in us paying higher than market costs for part of our fuel.
In addition, the use of such derivative instruments may expose us to the risk that our counterparties fail to perform their obligations, which could result in financial losses.
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Changes in consumer eating habits (such as a decline in consuming food away from home, a decline in portion sizes, or a shift in preferences toward restaurants that are not our customers) could reduce demand for our products.
−Removed: Consumer eating habits could be affected by a number of factors, including changes in attitudes regarding diet and health, new information regarding the health effects of consuming certain foods of shifts away from carbon-intensive products.
+Added: Consumer eating habits could be affected by a number of factors, including changes in attitudes regarding diet and health, changes to nutritional guidelines or other regulatory or governmental action, advancement of pharmaceutical therapies, new information regarding the health effects of consuming certain foods or shifts away from carbon-intensive products.
There is a growing consumer preference for sustainable, organic and locally grown products.
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The effects of climate change may create financial and operational risks to our business, both directly and indirectly.
−Removed: There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage and sustainability efforts.
−Removed: Increased compliance costs and expenses due to the impacts of climate change on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business,
−Removed: particularly with regard to our distribution and supply chain operations.
+Added: There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage, extended producer responsibility laws and sustainability efforts.
+Added: Increased compliance costs and expenses due to the impacts of climate change on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business, particularly with regard to our distribution and supply chain operations.
Moreover, compliance with any such legal or regulatory requirements may require that we implement changes to our business operations and strategy, which would require us to devote substantial time and attention to these matters and cause us to incur additional costs.
−Removed: Climate-related reporting and disclosure requires significant time, attention, and financial resources.
−Removed: We must allocate substantial internal resources and may need to engage third-party experts to ensure accurate and comprehensive reporting.
−Removed: The effects of climate change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business and results of operations.
+Added: The effects of climate
+Added: change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business and results of operations.
In addition, from time to time we establish and publicly announce goals and commitments related to corporate social responsibility matters, including those related to reducing our impact on the environment.
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We may be required to record a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
−Removed: For example, the Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of the first day of the third quarter of fiscal year 2024 with no impairments noted.
+Added: For example, the Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of the first day of the third quarter of fiscal year 2025, which resulted in a $13 million impairment during the fiscal year ended December 27, 2025.
Impairment analysis requires significant judgment by management and is sensitive to changes in key assumptions used, such as future cash flows, discount rates and growth rates as well as current market conditions in both the United States and globally.
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In the course of our operations, we process, handle, store and transport a wide variety of food and non-food products, operate and maintain vehicle fleets, operate forklifts and other equipment, store fuel in on-site aboveground and underground storage tanks, and sell, use and dispose of hazardous substances including in connection with our use of our ammonia or freon-based refrigeration systems, propane, and battery-powered forklifts.
−Removed: Our operations are subject to a broad range of laws and regulations including regulations governing the processing, packaging, storage, distribution, marketing, advertising, labeling, transportation, export, quality and safety of our food and non-food products, as well as rights of our employees and the protection of the environment.
−Removed: Changes in legal or regulatory requirements (such as new product safety requirements, revised regulatory requirements for the sourcing, processing and packaging of products, and requirements to restrict or phase-out certain chemicals and ozone-depleting substances or otherwise regulating greenhouse gas emissions), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations including costs to upgrade, phase out, modify or
−Removed: replace products or equipment that could adversely affect our business, financial condition and results of operations.
−Removed: Our product suppliers are also subject to various laws and regulations and their alleged noncompliance with applicable laws and regulations could create potential liability or other adverse impacts for our business.
+Added: Our operations are subject to a broad range of laws and regulations including regulations governing the processing, packaging, storage, distribution, marketing, advertising, labeling, transportation, export, sustainability, quality, safety and sale of our food and non-food products, as well as rights of our employees and the protection of the environment.
+Added: Changes in legal or regulatory requirements (such as new product safety requirements, extended producer responsibility requirements, revised regulatory requirements for the sourcing, processing, packaging and labeling of products, and requirements to restrict or phase-out certain ingredients, chemicals and ozone-depleting substances or otherwise regulating greenhouse gas emissions), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations including costs to upgrade, phase out, modify or replace products or equipment that could adversely affect our business, financial condition and results of operations.
+Added: Our product suppliers are also subject to various laws and regulations and their alleged noncompliance with applicable laws and regulations could create potential liability or other adverse impacts for our
We generally seek contractual representations and warranties from suppliers that they comply with all applicable laws and regulations and we maintain supplier policies requiring their ongoing compliance with applicable laws and regulations as well.
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Due to contracts we have with federal and state governmental entities as customers, we are subject to various disclosure obligations related to our employment practices and business operations, including the recent implementation of requirements to disclose information related to our greenhouse gas emissions, all of which are subject to audit.
−Removed: In addition, in response to the COVID-19 pandemic, the Centers for Disease Control and Prevention, OSHA and various other federal, state, and local authorities have issued guidance, new interpretations of existing requirements, and implemented new requirements for employers that affect the operation of our facilities and the management of our workforce.
The various federal, state and local requirements and guidance impacting our business continue to evolve, but we are continually monitoring for updates and responding to updated requirements and guidance applicable to our business as we become aware of them.
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and loss or modification of existing, or denial of additional, licenses, permits, registrations, or approvals.
−Removed: If the products we distribute are alleged to cause injury, illness or other damage or to fail to comply with applicable governmental regulations, we may need to recall or withdraw products.
−Removed: As a distributor and manufacturer of food and non-food products, we may be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute or manufacture are alleged to cause injury, illness or other damage, to be mislabeled, misbranded, or adulterated, or to otherwise violate applicable governmental regulations.
−Removed: We may recall products based on alleged occurrences of food-borne illnesses (such as E.
−Removed: coli, listeriosis, hepatitis A, trichinosis, salmonella, etc.), contamination, adulteration, mislabeling, misbranding, or food tampering.
−Removed: We may also choose to voluntarily recall or withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance or otherwise, in order to protect our brand and reputation.
−Removed: Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation and/or lost sales due to the unavailability of the product for an extended period of time could adversely affect our business, financial condition and results of operations.
+Added: If the products we distribute are alleged to cause injury, illness or other damage or to fail to comply with applicable governmental regulations or applicable quality standards, we may need to recall or withdraw products.
+Added: As a distributor and manufacturer of food and non-food products, we may be subject to product recalls if the products we distribute or manufacture are alleged to cause injury, illness or other damage, to be mislabeled, misbranded, or adulterated, or to otherwise violate applicable governmental regulations.
+Added: We may recall products for a variety of reasons including alleged occurrences of food-borne illnesses (such as E.
+Added: coli, listeriosis, hepatitis A, trichinosis, salmonella, etc.), contamination, adulteration, mislabeling, misbranding, improper storage, or food tampering.
+Added: We may also choose to voluntarily withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance, spoilage or otherwise, in order to protect customer relationships and our brand and reputation.
+Added: Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation and/or lost sales due to the unavailability of the product for an extended period of time or customer concerns or dissatisfaction could adversely affect our business, financial condition and results of operations.
If patrons of our customers become ill from food-borne illnesses, our customers could be forced to temporarily close locations and our sales would correspondingly decrease.
We may experience product liability claims, which could adversely affect our business, financial condition and results of operations.
−Removed: We may be exposed to potential product liability claims in the event that the products we distribute or manufacture are alleged to have caused injury, illness or other damage.
+Added: We may be exposed to potential product liability claims in the event that the products we distribute or manufacture are alleged to have caused injury, illness or other damage or fail to comply with applicable laws and regulations.
We believe we have sufficient liability insurance to cover product liability claims.
We also generally seek contractual indemnification and insurance coverage from parties supplying products to us.
−Removed: If our current insurance does not continue to be available at a reasonable cost or is inadequate to cover all of our liabilities, or if our indemnification or insurance coverage is limited, as a practical matter, by the creditworthiness of the indemnifying party or the insured limits of our suppliers’ insurance coverage, the liability related to allegedly defective products that we distribute or manufacture could adversely affect our business, financial condition and results of operations.
−Removed: Negative publicity from product recalls, instances of food-borne illness, or alleged food tampering may adversely impact our reputation and business.
−Removed: Ensuring the safety and integrity of the products we distribute is critical to our business, particularly in selling our private label products, and to maintaining our good reputation.
+Added: If our current insurance does not continue to be available at a reasonable cost or is inadequate to cover all of our liabilities, or if our indemnification or insurance coverage is limited, as a practical matter, by the creditworthiness of the indemnifying party or the insured limits of our suppliers’ or the insured limits of our suppliers’ insurance coverage, the liability related to allegedly defective products that we distribute or manufacture could adversely affect our business, financial condition and results of operations.
+Added: Negative publicity about the Company or our products may adversely impact our reputation and business.
+Added: Maintaining a good reputation and public confidence in the safety, quality and integrity of the products we produce and distribute are critical to our business, particularly in selling our private label products.
Events like product recalls, occurrences of food-borne illness, or alleged food tampering may cause negative publicity about the quality, safety, sustainability or integrity of our products, whether or not such events are related to our products.
−Removed: Any event that damages our reputation or calls into question the safety or integrity of our products, whether justified or not, could quickly and negatively affect our business, financial condition and results of operations.
+Added: Any event that damages our reputation, public confidence or calls into question the safety, quality or integrity of our products, whether justified or not, could quickly and negatively affect our business, financial condition and results of operations.
The increased use of social media may increase the likelihood and magnitude of negative publicity across media channels, regardless of its accuracy or the reputability of its source, including as a result of fictitious media content (such as content produced by generative artificial intelligence or bad actors).
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Risks Relating to Human Capital Management
−Removed: We face risks related to labor relations, increased labor costs and the availability of qualified labor, any of which could have an adverse effect on our business, financial condition and results of operations.
+Added: We face risks related to labor relations and increased labor costs, which could have an adverse effect on our business, financial condition and results of operations.
We employed approximately 30,000 associates as of December 27, 2025, of which approximately 6,600 were members of local unions associated with the International Brotherhood of Teamsters and other labor organizations.
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Because our industry’s labor costs are, as a percentage of net sales, higher than many other industries’ labor costs, even if we are able to successfully renegotiate CBAs and avoid work stoppages, we may be significantly impacted by labor cost increases, which could adversely affect our results of operations.
−Removed: Furthermore, our recruiting and retention efforts and efforts to increase productivity may not be successful and we could encounter a shortage of qualified labor in future periods.
−Removed: Any such shortage would decrease our ability to serve our customers effectively and would also likely lead to higher wages for employees and a corresponding reduction in our profitability.
In addition, labor is a significant cost of many of our customers in the U.S.
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Shortages of, and increased competition for, qualified employees may result in increased labor costs and could decrease our ability to serve our customers effectively.
−Removed: Additionally, if our employees are unable to work for any reason, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with any future pandemics, we could face additional shortages of qualified labor and higher labor costs.
+Added: Additionally, if our employees are unable to work for any reason, whether because of illness, limitations on travel or other government restrictions in connection with any future pandemics, we could face additional shortages of qualified labor and higher labor costs.
Any prolonged labor shortage or period of high employee turnover could have an adverse impact on our productivity and have an adverse effect on our business, financial condition and results of operations.
−Removed: Furthermore, as a government contractor, we are subject to oversight by the Department of Labor’s Office of Federal Contract Compliance Programs, which reviews our employment practices including affirmative action and non-discrimination based on race, sex and disability, among other characteristics.
+Added: Furthermore, as a government contractor, we are subject to oversight by the Department of Labor’s Office of Federal Contract Compliance Programs, which reviews our employment practices.
If an audit or investigation reveals a failure to comply with regulations, we could become subject to civil or criminal penalties and/or administrative sanctions, including government pre-approval of our government contracting activities, termination of government contracts, and suspension or debarment from doing further business with the U.S.
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We had $5.2 billion of indebtedness outstanding as of December 27, 2025.
−Removed: Our ability to make scheduled payments on, or to refinance our obligations under, our debt facilities depend on our ongoing financial and operating performance, among other things, and may be affected by economic, financial and industry conditions beyond our control, including as discussed under the caption “Risks Relating to Our Business and Industry” above.
+Added: Our ability to make scheduled payments on, or to refinance our obligations under, our debt facilities depend on our ongoing financial and operating performance, among other things, and may be affected by economic, financial and industry conditions beyond our
+Added: control, including as discussed under the caption “Risks Relating to Our Business and Industry” above.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, raise additional equity capital or restructure our debt.
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• we may be more vulnerable to general adverse economic and industry conditions;
−Removed: • we may be at a competitive disadvantage compared to our competitors with less debt or lower debt service requirements and they, as a result, may be better positioned to withstand competitive pressures and general adverse economic and industry conditions;
+Added: • we may be at a competitive disadvantage compared to our competitors that may have less debt or lower debt service requirements and they, as a result, may be better positioned to withstand competitive pressures and general adverse economic and industry conditions;
• our ability to refinance indebtedness may be limited or the associated costs may increase;
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The breach of any of these covenants or restrictions could result in a default under the agreements governing our indebtedness that would permit the applicable lenders or note holders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest.
−Removed: If we are unable to repay debt, creditors having secured obligations could proceed against the
−Removed: collateral securing the debt.
+Added: If we are unable to repay debt, creditors having secured obligations could proceed against the collateral securing the debt.
In any such case, we may be unable to borrow under our credit facilities and may not be able to repay the amounts due under our indebtedness.
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Risks Relating to Technology, Information Security and Intellectual Property
+Added: As we integrate Artificial Intelligence (“AI”) technologies into our processes, these technologies may present business, compliance, security, and reputational risks.
+Added: We previously have and plan to continue to incorporate AI, including machine learning, into certain of our operations, such as sales, support and supply chain, and may in the future incorporate AI into more of our operations.
+Added: Flaws, breaches or malfunctions in these systems could lead to operational disruptions, data loss, or erroneous decision-making, impacting our operations, financial condition and reputation.
+Added: Legal challenges may arise, including or as a result of cybersecurity incidents, non-compliance with data protection regulations, and lack of transparency relating to the use of AI.
+Added: The legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and remains uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies.
+Added: Furthermore, the rapid evolution and increasing deployment of AI systems could both intensify our cybersecurity risks, such as data breaches and unauthorized access, and introduce new risks, leading to financial losses, legal liabilities, and reputational damage.
+Added: We also face competitive risks if we fail to adopt Artificial Intelligence or other machine-learning technologies in a timely manner.
We rely heavily on technology, and we may experience a disruption in existing technology or delay in effectively implementing new technology.
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We rely on software and other information technology to manage significant aspects of our business, such as purchasing, order processing, warehouse/inventory management, truck loading and logistics and optimization of storage space.
−Removed: We also rely on access to those systems online including through mobile devices to connect with our employees, customers, suppliers and other business partners.
+Added: We also rely on access to those online systems including through mobile devices to connect with our employees, customers, suppliers and other business partners.
The importance of such networks and systems has increased due to many of our employees, and the employees of our customers, suppliers and business partners, working remotely.
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Cyberattacks have been occurring globally at a more frequent rate and are rapidly and continually evolving, making them more difficult to detect and protect against.
−Removed: Additionally, continued geopolitical turmoil, including the ongoing conflict between Russia and Ukraine, has heightened the risk of cyberattacks.
−Removed: In addition, new technologies such as artificial intelligence may present new technological risks or vulnerabilities.
+Added: Additionally, continued geopolitical turmoil, including the ongoing conflict between Russia and Ukraine and recent events in Venezuela, has heightened the risk of cyberattacks.
+Added: In addition, new technologies, including but not limited to AI, may present new technological risks or vulnerabilities.
While cyberattackers have threatened and attempted to breach our security and access the information stored in our information systems, no incident has been material or had a material impact on our business or financial condition.
−Removed: However, there is a risk that we may incur significant costs in protecting against or remediating cyberattacks or other cyber incidents.
+Added: However, there is a risk that we may incur significant costs in protecting against or remediating
+Added: cyberattacks or other cyber incidents.
Although we maintain insurance that may, subject to policy terms and conditions, cover certain cyber incidents, it may be insufficient to cover all losses.
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Historically, a portion of our growth has come through acquisitions.
−Removed: In 2024, we completed one acquisition - the acquisition of IWC Food Service.
+Added: In 2025, we completed two acquisitions - Jake’s Finer Foods and Shetakis.
If we are unable to successfully execute on acquisitions in the future, integrate acquired businesses successfully or realize anticipated synergies from acquisitions in a timely manner, we may not realize our projected return on investment and our business, financial condition and results of operations may be adversely affected.
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make it more difficult to attract and retain qualified personnel;
−Removed: and adversely affect our relationships with our existing and potential customers, suppliers and other business partners.
+Added: adversely affect our relationships with our existing and potential customers, suppliers and other business partners.
Any of the foregoing could adversely impact our business, financial condition and results of operations.
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federal and state and local tax laws and regulations, it is very difficult to predict their cumulative effect on our results of operations and cash flows, but new and changed laws and regulations could adversely impact our results of operations.
−Removed: We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service (the “IRS”) and other state and local tax authorities and governmental bodies, for which we regularly assess the likelihood of an adverse outcome.
+Added: We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service and other state and local tax authorities and governmental bodies, for which we regularly assess the likelihood of an adverse outcome.
If the ultimate determination of these examinations is that taxes are owed by us for an amount in excess of amounts previously accrued, our business, financial condition and results of operations could be adversely affected.
14 unchanged sentences
If any of these proceedings were determined adversely to us or require a settlement involving a payment of a material sum of money, it could materially and adversely affect our business, financial condition and results of operations.
−Removed: Additionally, we could become the subject of future claims by third parties, including our employees, suppliers, customers, GPOs, investors, or regulators.
+Added: Additionally, we could
+Added: become the subject of future claims by third parties, including our employees, suppliers, customers, GPOs, investors, or regulators.
Any significant adverse judgments or settlements could reduce our profits and limit our ability to operate our business.
Extreme weather conditions and natural disasters, and other catastrophic events, may interrupt our business, or our customers’ or suppliers ’ businesses.
−Removed: Some of our facilities and our customers’ and suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, tornadoes, blizzards, and extreme cold.
−Removed: Extreme weather conditions, whether
−Removed: caused by global climate change or otherwise, may interrupt our operations in such areas.
+Added: Some of our facilities and our customers’ and suppliers’ facilities are located in areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, flooding, tornadoes, blizzards, and extreme cold.
+Added: Extreme weather conditions, whether caused by global climate change or otherwise, may lead to increased expenses or interrupt our operations in such areas.
Furthermore, extreme weather conditions may disrupt critical infrastructure in the United States and interrupt or impede access to our customers’ facilities, reduce the number of consumers who visit our customers’ facilities, interrupt our suppliers’ production or shipments or increase our suppliers’ product costs, all of which could have an adverse effect on our business, financial condition and results of operations.
1 unchanged sentence
Any of these events could impair our ability to manage our business and/or cause disruption of economic activity, which could have an adverse effect on our business, financial condition and results of operations.
−Removed: Our retirement benefits may give rise to significant expenses and liabilities in the future.
−Removed: We sponsor defined benefit pension and other postretirement plans.
−Removed: On October 31, 2024, the Company terminated and settled the majority of the defined benefit plan.
−Removed: These pension and postretirement obligations give rise to costs that are dependent on various assumptions, including those discussed in Note 17, Retirement Plans, in our consolidated financial statements, many of which are outside of our control, such as performance of financial markets, interest rates, participant age and mortality.
−Removed: In the event we determine that our assumptions should be revised, our future pension and postretirement plan benefit costs could increase or decrease.
−Removed: The assumptions we use may differ from actual results, which could have a significant impact on our pension and postretirement obligations and related costs and funding requirements.
−Removed: In addition to the plans we sponsor, we also contribute to various multiemployer pension plans administered by labor unions representing some of our employees.
−Removed: We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants.
−Removed: In the event that we withdraw from participating in one of these plans—including by deciding to discontinue participation in a plan in the ordinary course renegotiation of a CBA or by reducing the number of employees participating in a plan to a certain degree over a certain period of time as a result of a facility closure or other change in our operations—then applicable law could require us to make additional withdrawal liability payments to the plan based on the applicable plan’s funding status.
−Removed: Some multiemployer plans, including ones to which we contribute, are reported to have significant underfunded liabilities, which could increase the size of potential withdrawal liability.
−Removed: Any withdrawal liability payments that we are required to make could adversely affect our business, financial condition and results of operations.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.